If so, it is important that the role and functions are well understood (preferably set out in a letter of appointment or in the Company Rules or Board Charter).
The role of the Chairperson is pivotal to the operation of the Board and good
governance for the Company and Stakeholders in general.
The core functions of the Chairperson include the following:
Setting the ethical tone for the Board;
Providing overall leadership to the Board without limiting the principle of collective leadership and collective responsibility for Board decisions;
Giving guidance to the identification and selection of Board members, to ensure the necessary skills, experience and independence;
Ensuring that there is a succession plan for the composition of the Board (including the position of the Chairperson);
Ensuring that new Board members are properly inducted and integrated;
Providing mentorship to new or less experienced Board members;
Framing and overseeing the annual workplan and schedule for the Board;
Ensuring that members of the Board are allocated tasks and responsibilities in line with their skills and experience;
Overseeing the performance of Board members;
Ensuring proper balance between executive, non-executive and independent members on sub-committees;
Playing an active part in setting the agenda for the Board meetings;
Presiding over Board meetings and ensuring time is utilised productively;
Ensuring that all members participate in discussions and decision-making;
Encouraging collegiality and collaboration among the Board without stifling debate;
Identifying and managing any conflicts of interests (and recusing those that do);
Acting as a link between the Board and management and particularly between the Board and the CEO of the Company;
Providing counsel to the CEO and other executives;
Ensuring the Board performs it duties and responsibilities towards the Company, the Shareholders and other Stakeholders;
Ensuring the overall effectiveness of the Board in achieving the core governance outcomes of: Ethical culture, Good performance, Effective controls, and Legitimacy; and
Ensuring that the Board: Sets the strategic direction, Approves plans and policies, Oversees and monitors performance, and Ensures accountability.
The Board is the governing body of a Company, and the leadership of the Board by the Chairperson is essential to good governance, strategic growth and business sustainability! In fact, Harvard’s Global Board Culture Survey has hailed the effectiveness of the Chair as being the “single biggest differentiator” between the most effective Boards and the least. Boards will do well to take heed of these indicators and choose wisely.
Comments